US Corporation - USA VISA - LLC - Form a US-Corporation - US Shelf Company - USAG24 - EIN - American Stock Exchange
Questions and Answers — What you've always wanted to know
What is a US Corporation?
A corporation is a joint-stock company with limited liability.
A stock corporation can issue shares (stocks). The corporation belongs to the
owners of the shares. The founder of the US stock corporation determines the amount
of share capital but does not need to have the share capital at his or her
disposal. In Florida in particular (unlike Germany), no documentation of this capital
Who is entitled to establish a US Corporation? Any natural person or legal entity, independently of place
of residence or nationality, is entitled to establish a corporation in the USA. The corporation must be established through a US registered agent. The founder
of the corporation need not travel to the USA in order to establish the corporation. We provide an address for the establishment of the corporation
and an office address in the USA (not a post office box), both of which are absolutely required for US corporations. We also process all of the corporation's
correspondence and forward its communications between the USA and Europe.
The name of the corporation
If the name you choose has not already been assigned to an existing corporation, almost any name of your choice may be used for a corporation, with a few exceptions. In contrast to Europe, the choice of a name for a corporation in the USA is left entirely to the founder. The name chosen in the USA for a corporation can be also be used in Europe for a subsidiary, branch, local office, subsidiary GmbH or Co. KG. The name should indicate that it is a corporation (i.e. it should end with "Inc." or "Corporation")
Establishing a GmbH, Ltd. or US Corporation
The tax-free status of companies established in England and operating outside of England was abolished some time ago. Today, a so-called
"Europe GmbH" pays taxes in Europe as well —
in fact, just about the highest taxes in Europe.
It is impossible to establish an Ltd. company in England anonymously,
by contrast to the USA. A US corporation pays taxes in the USA,
i.e. the minimum amount of $150 per year. In case the European public authorities
request information about the corporation, it is thus able
to prove that it genuinely exists in the USA. In the case of an Ltd. company, the European factory
inspectorates very quickly detect whether it actually exists in England
or only exists on paper. In other words, an Ltd. company’s commercial activity
can be prohibited relatively quickly in England. A corporation that is founded
in the USA does not to have to face this problem.
In conclusion, the foundation of an Ltd. company
in England does not bring the founder any advantages whatsoever.
By contrast, a US corporation can be registered in Europe
as well and is highly respected all over the world. By contrast to the European requirements for a GmbH company,
in a US corporation a single person can perform all of its corporate
functions — that is, he or she can be the owner, partner and president or managing
director all in one.
Obviously, a company aims to pay the lowest possible amount
of taxes. In this respect, yet another key advantage is offered
by US law compared to the GmbH law and German corporate tax
regulations, in addition to the possibility of establishing
a company anonymously. If a US corporation provides services,
issues invoices and deposits its revenues in US bank accounts,
it is taxed at a rate between 15% and a maximum of 34%. This
represents a significantly lower tax burden.
US Ccorporation =
Every properly registered US corporation can conduct business
operations and establish subsidiaries all over the world. In order to
operate outside the USA, the corporation requires a document known as an APOSTILLE,
which is issued by the Secretary of State in Florida. This certificate
is based on the Convention de la Haye (Den Haag) of October 5, 1961. According
to the German Minister of Justice, "Public certificates issued abroad
that are to be used in the FRG and to which an ’apostille’
has been attached for this purpose do not require any additional authorization. The apostille is a formal
document in which the genuineness of the certificate is affirmed
by the authorized public agency in the country in which the certificate has been issued, in accordance
with Article 3 of the Convention de la Haye (Den Haag) of October 5, 1961
on the exemption of public certificates issued abroad from FRG legalization
procedures (Bundesgesetzblatt 1965 II, page 875)."
The US-Corporation is listed in the US register of companies,
and after it has been formally registered as such in Germany it is treated
like a German company. Similar procedures apply in other European countries.
Corporations established in the USA can conduct many kinds of business
operations. These are entered into the corporation's foundation document
under the "purpose clause". The various activities of a US
corporation do not have to be reported in any way to the public authorities. A "general
purpose clause" permits the corporation to conduct all of the business operations
that may be pursued in the USA without any specific formal permission.
The owners and directors of a US-Corporation can never be
held liable forthe activities and obligations of the corporation. US law
permits the president and the directors of a corporation to be exempted
from liability in the corporation's foundation statutes. "Piercing the
corporate veil" with regard to the managing director is also not possible as long
a corporation has properly paid its US taxes and has not violated any currently
applicable US laws.
Liability to pay
We can not, and are not permitted to, provide any tax consulting.
A corporation that is registered in the USA and has its headquarters there
is entitled to operate from the USA, send invoices from the USA to its customers
and thus pay US taxes on its profits. US federal corporate income tax
for active corporations is 15% on net profits up to $50,000. The tax
rate rises progressively to a maximum tax rate of 34%; for net profits
of €10 million or more the maximum tax rate is 36%. In the state of Florida
there is no sales tax, value added tax or trade tax. Only if you would like to sell
products to end consumers in Florida do you have to charge your customers
sales tax and pass it on to the state.
In the state of Florida, the owner (or shareholder) of a US
corporation is permitted to remain anonymous. This means that nobody knows
who the actual owner of the corporation founded in Florida actually
is, not even the US authority in charge of the establishment of corporations.
Only the registered agent knows the identity of the corporation's owner.
The president and the secretary of the corporation are officially listed.
Place of establishment
& share provisions
We recommend the state of Florida as the best place to establish
a US corporation. The fees for establishing a corporation
are very inexpensive there, and both anonymity and one-person corporations are legally
permitted. On account of the tax advantages and other legal
advantages (for foreigners), we strongly recommend Florida for establishing US corporations.
In addition to the fees for establishing a corporation (see the updated
list of fees), you will also have to pay monthly administrative costs for the
The corporation's shares are stamped with the value of the
capital share in US dollars and the official name of the corporation.
What are the advantages
of a US-Corporation?
Documentation of start-up capital is not required
and stock market flotation are possible
for the owner
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